Exhibit 10.1

Certain information in this document has been omitted pursuant to Regulation S-K, Item (601)(b)(2) because it is both (i) not material, and (ii) of the type that the Company customarily and actually treats as private and confidential. The omissions have been indicated by (“[***]”).

Execution version

CONTENTS

THIS AGREEMENT is dated August 8, 2025 and made between:

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

In this Agreement:

“Accounting Principles” means:

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Anti-Corruption Law” means:

“Assignment Agreement” means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

“Authorisation” means an authorisation, consent, approval, resolution, licence, certificate, exemption, filing, notarisation or registration.

“Availability Period” means the period from and including the date of this Agreement to and including the date falling twelve (12) Months after the Financial Close Date.

“Available Commitment” means a Lender’s Commitment minus:

“Available Facility” means the aggregate for the time being of each Lender’s Available Commitment.

“Base Case Model” means:

“Borrower Holdco” means Lifezone Limited, a company continued and existing under the laws of the Isle of Man with registration number 019369V and registered office at 2nd Floor, St George’s Court, Upper Church Street, Douglas, IM1 1EE, Isle of Man.

“Borrower Holdco Loan” means the non-interest bearing loan in the principal amount of up to [***] made available by the Borrower Holdco as lender to the Borrower pursuant to the intra-group loan agreement dated 15 March 2024.

“Borrower On-loan” means the loan in the principal amount of up to [***] (as at the date of this Agreement) made available by the Borrower as lender to Tembo Nickel Corporation pursuant to the intra-group loan agreement dated 14 January 2022, as amended and restated on 22 May 2025 and amended from time to time in accordance with Clause 20.6 (Loans or credit) or otherwise.

“Business Combination Agreement” means the business combination agreement dated 13 December 2022 between, among others, the Parent, Lifezone Holdings, GoGreen Investment Corporation, GoGreen Sponsor 1 LP and Aqua Merger Sub.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in New York, London, Isle of Man, Dar Es Salaam, Sydney and, in relation to any date for payment or purchase of an amount under the Facility, Singapore.

“Capital Expenditure” means any expenditure or obligation in respect of expenditure which, in accordance with the Accounting Principles, is treated as capital expenditure.

“Code” means the US Internal Revenue Code of 1986.

“Commitment” means:

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 6 (Form of Compliance Certificate).

“Confidential Information” means all information relating to the Borrower, any Obligor, the Group, the Transaction Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Borrower and the Agent.

“Construction Contract (Box Cut Works)” means the contract entered, or to be entered, between the Borrower or Tembo Nickel Corporation and a contractor in respect of the Project, in form and substance acceptable to the Agent (acting reasonably), as further referred to in lines 81 to 83 of tab “Jul-25 Use of Funds” of the Initial Sources and Uses of Funds.

“Construction Contract (EPCM)” means the contract entered, or to be entered, into between the Borrower or Tembo Nickel Corporation and a contractor in respect of the Project, in form and substance acceptable to the Agent (acting reasonably), as further referred to in line 72 of tab “Jul-25 Use of Funds” of the Initial Sources and Uses of Funds.

“Corrective Action Plan” means a plan to correct and remedy all material damage and adverse consequences caused by any failure by any Obligor or the Project to comply with any applicable Environmental and Social Standards.

“Default” means an Event of Default or any event or circumstance specified in Clause 21 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Agent.

“Disruption Event” means either or both of:

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“Dormant Subsidiary” means a member of the Group which does not trade (for itself or as agent for any person) and does not own, legally or beneficially, assets (including, without limitation, indebtedness owed to it).

“Effectiveness Deadline” means, (i) with respect to the resale registration statement for the Warrant Shares (Signing Date), fifteen (15) calendar days after the date the SEC notifies the Parent of “no review” of the registration statement (or, in the event of a “full review” by the SEC, ninety (90) days following the date the SEC notifies the Parent of a “full review”), and (ii) with respect to the resale registration statement for the Warrant Shares (Extension Date), fifteen (15) calendar days after the date the SEC notifies the Parent of “no review” of the registration statement (or, in the event of a “full review” by the SEC, ninety (90) days following the date the SEC notifies the Parent of a “full review”).

“Environment” means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

“Environmental and Social Standards” means, together:

“Environmental Contaminant” means any substance (including any waste) which, alone or in combination with any other, is capable of causing harm to the Environment.

“Environmental Law” means any applicable law or regulation which relates to:

and, where the application any other applicable law or the Equator Principles would impose a greater obligation or standard than any applicable Environmental Law, that applicable law or the Equator Principles will be taken to be an Environmental Law for the purposes of this definition.

“Environmental or Social Claim” means any claim arising under or any filed notice or formal investigation in respect of, any Environmental Law or Social Law made against any member of the Group or the Project by any person (including local communities related to the Project) for loss, clean up or remediation or conducted by the regulatory authority responsible for the administration or enforcement of any Environmental Law or Social Law.

“Environmental or Social Incidents” means:

“Environmental or Social Matters” means the environmental and/or social aspects identified in a Monthly Project Report which, individually or collectively, describe how the Project does not, as at the date of that Monthly Project Report, comply in full with the Equator Principles and the IFC Performance Standards applicable to the Project.

“Environmental Permits” means any Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the Project.

“Equator Principles” means those principles entitled ‘A financial industry benchmark for determining, assessing and managing social and environmental risk in Projects’, dated June 2013 and which are available at www.equator-principles.com, as amended on 1 October 2020 by the update entitled ‘EP4’, and as further amended, modified or supplemented from time to time.

“Event of Default” means any event or circumstance specified as such in Clause 21 (Events of Default).

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time and the rules and regulations promulgated thereunder.

“Existing Warrant Agreement” means the warrant agreement dated 20 October 2021 between GoGreen Investments Corporation and Continental Stock Transfer & Trust Company, as warrant agent, as assigned by GoGreen Investments Corporation to the Parent pursuant to an assignment, assumption and amendment agreement dated 5 July 2023 between the Parent, GoGreen Investments Corporation and Continental Stock Transfer & Trust Company, as warrant agent.

“Expropriation Event” means any event or circumstance where the authority or ability of any member of the Group to implement the Project or otherwise conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, compulsory acquisition, intervention, confiscation, requisition, restriction or other action by or on behalf of any governmental agency, regulatory or other agency or authority or other person in relation to any member of the Group or any of its assets or the shares in that member of the Group (including without limitation the displacement of all or part of the management of any member of the Group).

“Extension Fee” has the meaning given to that term in Clause 10.3 (Extension Fee).

“Extension Request Notice” has the meaning given to that term in Clause 6.1(b) (Repayment of Loans).

“Facility” means the bridge loan facility made available under this Agreement as described in Clause 2 (The Facility).

“Facility Office” means:

“FATCA” means:

“FATCA Application Date” means:

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Feasibility Study” means the definitive feasibility study for the Project, dated 18 July 2025 and prepared by DRA Projects (Pty) Ltd and Sharron Sylvester, and in the form provided to the Agent by the Borrower in accordance with Clause 4.1 (Initial conditions precedent).

“Fee Letter” means:

“Filing Deadline” means, (i) with respect to the Warrant Shares (Signing Date), thirty (30) calendar days after the date of this Agreement, and (ii) with respect to the Warrant Shares (Extension Date), thirty (30) calendar days after the Extension Date.

“Finance Document” means this Agreement, the Mandate Letter, any Fee Letter, any Compliance Certificate, any Transaction Security Document, any Subordination Agreement, the Side Letter, any Utilisation Request and any other document designated as such by the Agent and the Borrower.

“Finance Lease” means any lease or hire purchase contract, a liability under which would, in accordance with the Accounting Principles, be treated as a balance sheet liability.

“Finance Party” means the Agent, the Arranger or a Lender.

“Financial Close Date” means the date on which the Agent gives notice to the Borrower pursuant to Clause 4.1(a)(Initial conditions precedent).

“Financial Indebtedness” means any indebtedness for or in respect of:

“Framework Agreement” means the framework agreement for the Project dated 19 January 2021 between the Tanzanian Government and the Borrower (formerly, and at the time of signing, called LZ Nickel Limited).

“GISTM” means the Global Industry Standard on Tailings Management published in August 2020 by the International Council on Mining and Metals, the United Nations Environment Programme and the Principles for Responsible Investment, and as further amended, modified or supplemented from time to time.

“Good Mining Practice” means the exercise of that degree of skill, care, prudence, operational and financial foresight and operating practice which would reasonably and ordinarily be expected from a skilled and experienced person engaged in (a) the same type of undertaking as the Obligors and (b) the implementation of the Project, in both cases, under the same or similar circumstances, with the exercise of skill, care, prudence, operational and financial foresight and operating practice to be substantially in accordance with internationally recognised best practices in the mining industry.

“Group” means each of the Obligors, the Borrower Holdco, Lifezone Holdings and each other Subsidiary of the Parent for the time being, including each of the entities included in the Group Structure Chart.

“Group (Project)” means each of the Obligors, the Borrower Holdco, Lifezone Holdings and each of the Services Companies.

“Group Structure Chart” means the group structure chart in the form set out in Schedule 7 (Group Structure Chart) or as otherwise in the agreed form.

“Holding Company” means, in relation to a person, any other person in respect of which it is a Subsidiary.

“IFC Performance Standards” means the International Finance Corporation’s Performance Standards on Environmental and Social Sustainability dated 1 January 2012 and which are available at www.ifc.org, as amended, modified or supplemented from time to time.

“IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002 or UK adopted international accounting standards within the meaning of section 474(1) of the Companies Act 2006, in each case, to the extent applicable to the relevant financial statements.

“Industry Competitor” means any person or entity (and any of its Affiliates or Related Funds) which is a competitor of a member of the Group (Project) and whose business includes the construction and/or operation of Nickel mines and processing facilities and any controlling shareholder of such persons or entities.

“Initial Base Case Model” means the base case financial computer model used to produce financial and cashflow projections for the Borrower and the Project on a Monthly basis for the first three years after the final investment decision and thereafter on an annual basis, as such model shall incorporate the Life of Mine Plan and such other forecasts reasonably acceptable to the Agent and in the form provided to the Agent by the Borrower in accordance with Clause 4.1 (Initial conditions precedent).

“Initial Sources and Uses of Funds” means the Sources and Uses of Funds in the form provided to the Agent by the Borrower in accordance with Clause 4.1 (Initial conditions precedent).

“Intellectual Property” means:

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).

“Interest Rate” means 9.25 per cent. per annum.

“Intra Group Loan” means:

“Intra Group Loan Agreement” means any agreement or document evidencing an Intra Group Loan.

“Legacy Companies” means:

“Legal Reservations” means:

“Lender” means:

which in each case has not ceased to be a Party as such in accordance with the terms of this Agreement.

“Life of Mine Plan” means the life of mine plan for the Project, prepared by the Borrower on the basis of the Feasibility Study, and in the form provided to the Agent by the Borrower in accordance with Clause 4.1 (Initial conditions precedent) and as amended from time to time in accordance with this Agreement.

“Lifezone Holdings” means Lifezone Holdings Limited, a company duly incorporated and existing under the laws of the Isle of Man with registration number 019856V and registered office at 2^nd Floor, St Georges Court, Upper Church Street, Douglas, IM1 1EE, Isle of Man.

“Limitation Acts” means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

“LMA” means the Loan Market Association.

“Loan” means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.

“Loan to Own/Distressed Investor” means any person whose (or any of whose Affiliates’ or Related Funds’) principal business or material activity is:

“Majority Lenders” means a Lender or Lenders whose Commitments aggregate more than 66⅔ per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66⅔ per cent. of the Total Commitments immediately prior to the reduction).

“Management and Administrative Services Agreement” means the management and administrative services agreement for the Project dated 19 January 2021 between the Tanzanian Government, the Borrower (formerly, and at the time of signing, called LZ Nickel Limited), Tembo Nickel Corporation, Tembo Nickel Mining and Tembo Nickel Refining.

“Mandate Letter” means the letter dated 26 June 2025 between the Arranger and the Parent.

“Material Adverse Effect” means any change or effect which is or could reasonably be expected to be materially adverse to:

“Material Licence” means each of:

“Material Project Document” means each of:

“Material Project Party” means each person (other than a member of the Group) who is a party to the Construction Contract (Box Cut Works) or the Constructions Contract (EPCM).

“Mine” means the high-grade nickel sulphide underground mine and concentrator located at the Kabanga site in the Ngara District of the Kagera Region in northwest Tanzania comprising the ore body, deposits and stockpiles, the plant, concentrator, crushing, processing, production, storage workshop and administrative facilities, including waste dumps, tailing storage facilities, streams, ponds and dams, and all of the land, real property, all access and road infrastructure relating thereto and required to exploit the relevant deposits, conduct the Mining Operations and to complete, conduct and otherwise implement the Project, in each case as more particularly described in the Material Licences, the Feasibility Study and the Life of Mine Plan.

“Mining Code” means the Mining Act, R.E. 2019 in force in Tanzania from time to time.

“Mining Operations” means, in connection with the Mine, any and all activities of an operating nature, including exploration, extraction, mining, drilling, blasting, processing, production, maintenance, storage, transportation, disposal, delivery, sales and any other similar activity related to or incidental to such activities.

“Mining Rights” means:

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

The above rules in paragraphs (a) to (c) will only apply to the last Month of any period.

“Monthly Project Report” means each report delivered to the Agent pursuant to Clause 18.5 (Monthly Project Report).

“New Lender” has the meaning given to that term in Clause 22 (Changes to the Lenders).

“NYSE” means the New York Stock Exchange.

“Obligor” means the Borrower or a Guarantor.

“OFAC” means the Department of the Treasury’s Office of Foreign Assets Control of the United States of America.

“Operating Company” means each of Tembo Nickel Corporation, Tembo Nickel Mining and Tembo Nickel Refining.

“Original Financial Statements” means:

“Original Jurisdiction” means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated and/or registered as at the date of this Agreement.

“Parent Convertible Debenture” means each of the senior unsecured convertible debentures due 27 March 2028 issued by the Parent as part of its USD 50,000,000 offering on 27 March 2024.

“Party” means a party to this Agreement.

“Permitted Reorganisation” means a solvent reorganisation (including pursuant to a liquidation or winding up) involving the business or assets of, or shares of (or other interests in), any member of the Group (Project) (which does not involve the Borrower merging with any other person) where all of the business, assets and shares of (or other interests in) the relevant member of the Group (Project) continue to be owned directly or indirectly by the Borrower in the same or a greater percentage as prior to such reorganisation, save for the shares of (or other interests in) any member of the Group (Project) which has been merged into another member of the Group (Project) or which has otherwise ceased to exist (including, for example, by way of the solvent winding up of a corporate entity) as a result of a such Permitted Reorganisation.

“Project” means the design, development, engineering, construction, equipment, testing, commissioning, management, operation and maintenance of the Mine and the conduct of the Mining Operations at Kabanga.

“Quarter Date” means each of 31 March, 30 June, 30 September and 31 December.

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Secured Assets.

“Refinery” means the hydrometallurgical refinery, including the demonstration plant and associated infrastructure, to be located at Kahama, Tanzania and which will receive and refine ore concentrate from the Mine.

“Related Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Relevant Jurisdiction” means, in relation to an Obligor:

“Relevant Project Financing Transaction” has the meaning given to that term in Clause 7.2(c).

“Repayment Date” means 31 July 2027, as such date may be extended in accordance with and subject to Clause 6.1(b) (Repayment of Loans).

“Repeating Representations” means all of the representations set out in Clause 17 (Representations) other than Clauses 17.7 (Insolvency), 17.8 (Deduction of Tax), 17.9 (No filing or stamp taxes), 17.13 (Pari passu ranking), 17.14 (No proceedings), 17.15 (No breach of laws), 17.17 (Taxation), 17.20 (Security and Financial Indebtedness), 17.26 (No immunity), 17.27 (Private and commercial acts), 17.29 (Project Assets) and 17.30 (Project compliance).

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Review Event” has the meaning given to that term in Clause 20.23 (Review Event).

“Sanctioned Person” means a person (whether or not having a legal personality) that is:

“Sanctioned Territory” means a country, region or territory that is the subject of country-wide, region-wide or territory-wide Sanctions or otherwise with which dealings are restricted or prohibited by any Sanctions.

“Sanctioned Transaction” means the use of the proceeds of the Facility, or lending, contributing or otherwise making available such proceeds to any person directly or indirectly:

“Sanctions” means the economic or financial sanctions laws, regulations, trade embargoes or other restrictive measures enacted, administered, implemented and/or enforced from time to time by any of the following (and including through any relevant Sanctions Authority):

“Sanctions Authority” means any agency or person which is duly appointed, empowered or authorised to enact, administer, implement and/or enforce Sanctions, including (without limitation) OFAC, the United States Department of State or the United States Department of Commerce and His Majesty’s Treasury.

“Sanctions Event” means the Project, any Obligor, any member of the Group, any direct or indirect shareholder of any Obligor (other than the Parent as long as the Parent remains a public company), any key personnel of any member of the Group or any Material Project Party being:

“Sanctions List” means any of the lists of designated sanctions targets maintained by a Sanctions Authority from time to time.

“SEC” means the United States Securities and Exchange Commission.

“Secured Assets” means all of the assets of the Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.

“Secured Obligations” means all obligations at any time due, owing or incurred by any Obligor to any Secured Party under the Finance Documents, whether present or future, actual or contingent (and whether incurred solely or jointly and whether as principal or surety or in some other capacity).

“Secured Parties” means each Finance Party from time to time party to this Agreement and any Receiver or Delegate.

“Securities Act” means the U.S. Securities Act of 1933, as amended from time, and the rules and regulations promulgated thereunder.

“Security” means a mortgage, charge, hypothec, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Agreement (Borrower Assets)” means the English law security agreement dated on or about the date of this Agreement between the Borrower as chargor, and the Agent, granting first ranking, fixed and floating charges in favour of the Secured Parties over all assets of the Borrower.

“Security Agreement (Borrower Shares)” means the English law share charge agreement dated on or about the date of this Agreement between the Borrower Holdco as chargor and the Agent, granting first ranking security in favour of the Secured Parties all shares held by it in the Borrower (being 100 per cent. at the date of this Agreement).

“Security Agreement (Borrower Shares - Permitted Minority Investor)” means the security agreement entered or to be entered into pursuant to Clause 20.23 (Review Event).

“Security Agreement (Tembo Nickel Corporation Assets)” means the Tanzanian law all asset debenture entered or to be entered into between Tembo Nickel Corporation as chargor and the Agent granting first ranking, fixed and floating charges in favour of the Secured Parties over all assets of Tembo Nickel Corporation.

“Security Agreement (Tembo Nickel Corporation Shares)” means the Tanzanian law share charge entered or to be entered into between the Borrower as chargor and the Agent granting first ranking security in favour of the Secured Parties over all shares held by it in Tembo Nickel Corporation (being 84 per cent. at the date of this Agreement).

“Security Agreement (Tembo Nickel Mining Assets)” means the Tanzanian law all asset debenture entered or to be entered into between Tembo Nickel Mining as chargor and the Agent granting first ranking, fixed and floating charges in favour of the Secured Parties over all assets of Tembo Nickel Mining.

“Security Agreement (Tembo Nickel Mining Shares)” means the Tanzanian law share charge entered or to be entered into between Tembo Nickel Corporation as chargor and the Agent granting first ranking security in favour of the Secured Parties over all shares held by it in Tembo Nickel Mining (being 99.98 per cent. at the date of this Agreement).

“Security Agreement (Tembo Nickel Refining Assets)” means the Tanzanian law share charge entered or to be entered into between Tembo Nickel Refining as chargor and the Agent granting first ranking, fixed and floating charges in favour of the Secured Parties over all assets of Tembo Nickel Refining.

“Security Agreement (Tembo Nickel Refining Shares)” means the Tanzanian law share charge entered or to be entered into between Tembo Nickel Corporation as chargor and the Agent granting first ranking security in favour of the Secured Parties over all shares held by it in Tembo Nickel Refining (being 99.98 per cent. at the date of this Agreement).

“Services Companies” means:

“Shareholders Agreement (Tembo Nickel)” means the shareholders agreement for Tembo Nickel Corporation dated 19 January 2021 between the Borrower, Tembo Nickel Corporation Holdco and the Tanzanian Government.

“Side Letter” means the letter between the Parent and the Arranger dated on or about the date of this Agreement in relation to the Facility.

“Social Law” means any law or regulation which relates to an Obligor or the Project and relates to:

“Sources and Uses of Funds” means the sheet setting out in sufficient details acceptable to the Agent the sources and uses of funds for the Project, being a summary of the annual budget for the Project and including all Capital Expenditure and operating costs for the Project, as such sources and uses are confirmed and projected until 31 December 2026 and as the same shall be updated from time to time during the Availability Period on an 18 Month rolling basis in accordance with Clause 18.4 (Base Case Model and Life of Mine Plan).

“Subordination Agreement” means a subordination agreement entered or to be entered into between any member of the Group and the Finance Parties subordinating any claims and interests of that Group member against any Obligor to the claims and interests of the Finance Parties against that Obligor, in form and substance acceptable to all of the Lenders.

“Subsidiary” means any person (referred to as the “first person”) in respect of which another person (referred to as the “second person”):

“Tanzania” means the United Republic of Tanzania.

“Tanzanian Government” means the government of Tanzania, together with each agency of such government.

“Tanzanian Security Documents” means each of:

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Tembo Nickel Corporation” means Tembo Nickel Corporation Limited, a limited liability corporation incorporated and existing under the laws of Tanzania, with registered number 149494871 and its registered office at Plot No. 344, Kimbiji House, Toure Drive, Oysterbay, P.O. Box 106119, Dar Es Salaam, Tanzania.

“Tembo Nickel Mining” means Tembo Nickel Mining Company Limited, a limited liability corporation incorporated and existing under the laws of Tanzania, with registered number 149495398 and its registered office at Plot No. 344, Kimbiji House, Toure Drive, Oysterbay, P.O. Box 106119, Dar Es Salaam, Tanzania.

“Tembo Nickel Refining” means Tembo Nickel Refining Company Limited, a limited liability corporation incorporated and existing under the laws of Tanzania, with registered number 149495460 and its registered office at Plot No. 344, Kimbiji House, Toure Drive, Oysterbay, P.O. Box 106119, Dar Es Salaam, Tanzania.

“Total Commitments” means the aggregate of the Commitments being USD 60,000,000 at the date of this Agreement.

“Transaction Document” means each Finance Document, each Warrant, each Material Licence and each Material Project Document.

“Transaction Security” means the Security created or expressed to be created in favour of the Agent pursuant to the Transaction Security Documents.

“Transaction Security Document” means:

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrower.

“Transfer Date” means, in relation to an assignment or a transfer, the later of:

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“Utilisation” means a utilisation of the Facility.

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made.

“Utilisation Request” means a notice substantially in the form set out in Schedule 3 (Utilisation Request).

“VAT” means any value added tax or any other sales tax of a similar nature imposed by law from time to time.

“Warrant Shares” means the Warrant Shares (Extension Date) and the Warrant Shares (Signing Date).

“Warrant Shares (Extension Date)” means the common shares in the share capital of the Parent, issuable upon the due exercise of the Warrants (Extension Date) in accordance with the terms thereof.

“Warrant Shares (Signing Date)” means the common shares in the share capital of the Parent, issuable upon the due exercise of the Warrants (Signing Date) in accordance with the terms thereof.

“Warrants” means the Warrants (Extension Date) and the Warrants (Signing Date).

“Warrants (Extension Date)” means each of the 1,500,000 common share purchase warrants of the Parent to be issued to the Arranger pursuant to Clause 6.1(b) (Repayment of the Loans) with an exercise period of 5 years from the issue date and an exercise price equal to 125% of the 30-day VWAP to the date (for the purposes of this definition and the definitions of “Filing Deadline” and “Effectiveness Deadline”, the “Extension Date”) on which the extension to the Repayment Date is effective in accordance with Clause 6.1(b) (Repayment of the Loans) (as adjusted pro rata for any issuance of new shares by the Parent as a result of a share split, or bonus issue or for any share consolidation from the Extension Date and during the term); provided, however, that in all cases, the exercise price of the Warrants (Extension Date) will be subject to the rules and policies of the NYSE, or if the common shares cease to be listed on the NYSE, subject to the rules and policies of any other exchange on which the common shares are traded.

“Warrants (Signing Date)” means each of the 2,500,000 common share purchase warrants of the Parent issued to the Arranger no later than the date of this Agreement with an exercise period of 5 years from the issue date and an exercise price equal to 125% of the 30-day VWAP to the Financial Close Date (as adjusted pro rata for any issuance of new shares by the Parent as a result of a share split, or bonus issue or for any share consolidation from the Financial Close Date and during the term); provided, however, that in all cases, the exercise price of the Warrants (Signing Date) will be subject to the rules and policies of the NYSE, or if the common shares cease to be listed on the NYSE, subject to the rules and policies of any other exchange on which the common shares are traded.

“$”, “USD” and “dollars” denote the lawful currency of the United States of America.

SECTION 2

THE FACILITY

Subject to the terms of this Agreement, the Lenders make available to the Borrower a dollar bridge loan facility in an aggregate amount equal to the Total Commitments.

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

The Borrower shall apply all amounts borrowed by it under the Facility towards the payment of:

in each case, as described, and in the amounts as set out, in the Sources and Uses of Funds.

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of each Utilisation Request and on the proposed Utilisation Date:

Subject to Clause 5.3(b) (Currency and amount), the Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisations, more than five Loans would have been advanced under the Facility.

The Borrower may not deliver a second Utilisation Request if a resale registration statement with respect to the Warrant Shares (Signing Date) has not been declared effective by the SEC by the applicable Effectiveness Deadline and remains effective at the time of such Utilisation Request.

SECTION 3

UTILISATION

The Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request at least 15 Business Days prior the proposed Utilisation Date (or such shorter period agreed to by the Borrower and all of the Lenders).

The Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period.

SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

in each case in form and substance satisfactory to the Arranger,

the Repayment Date shall be extended to 31 January 2028.

The Borrower may not reborrow any part of the Facility which is repaid.

If, (A) in any applicable jurisdiction, it becomes unlawful for any Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan or it becomes unlawful for any Affiliate of a Lender for that Lender to do so, or (B) a Sanctions Event occurs:

except in the case of a Sanctions Event which has occurred as a result of any Material Project Party becoming a Sanctioned Person or a party to a Sanctioned Transaction and provided that, the Borrower has selected a replacement for that Material Project Party, and where applicable, prepared the relevant Material Project Document, in each case, acceptable to the Lenders, within 30 days of the earlier of: (i) the Agent giving notice to the Borrower, and (ii) the Borrower becoming aware of the Material Project Party becoming a Sanctioned Person or a party to a Sanctioned Transaction, and the Borrower has executed such Material Project Document with such replacement Material Project Party no later than 90 days of the earlier of: (i) the Agent giving notice to the Borrower, and (ii) the Borrower becoming aware of the Material Project Party becoming a Sanctioned Person or a party to a Sanctioned Transaction.

The Borrower must apply each of the following amounts received by it or received by any other Obligor or member of the Group in prepayment of the Loans on the date falling 10 Business Days after receipt by it or the relevant member of the Group:

(each a “Relevant Project Financing Transaction”),

and provided that the total amount made available for utilisations under the Relevant Project Financing Transaction (individually or in aggregate) is at least [***] and the funding under the Relevant Project Financing Transaction is being provided (all or in part) for Capital Expenditure or operating costs in connection with the Project.

the Facility will be immediately cancelled and shall immediately cease to be available for further Utilisation and all Loans, accrued interest and other amounts under the Finance Documents, shall become immediately due and payable.

“Change of Control” means, in respect of Lifezone Holdings and the Borrower Holdco (each a “Relevant Entity”), the Parent ceases directly or indirectly to:

except, in each case, as a result of a Permitted Reorganisation.

If the Borrower has failed to satisfy the conditions in Clause 5.2(a)(vi) (Completion of a Utilisation Request) and issue a second Utilisation Request prior to the expiry of the Availability Period, upon the Agent notifying the Borrower:

The Borrower may, if it gives the Agent not less than 20 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (but if part, being a minimum amount of USD 10,000,000) of the Available Facility. Any cancellation under this Clause 7.5 shall reduce the Commitments of the Lenders rateably.

the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (c) below.

the Borrower may, on 30 Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 22 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to an Eligible Institution (as defined in paragraph (g) below) which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 22 (Changes to the Lenders) for a purchase price in cash payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 22.8 (Pro rata interest settlement)) and other amounts payable in relation thereto under the Finance Documents.

Any prepayment of a Loan pursuant to this Agreement (other than pursuant to Clause 7.7 (Replacement or repayment and cancellation in relation to a single Lender)) shall be applied pro rata to each Lender’s participation in that Loan.

SECTION 5

COSTS OF UTILISATION

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the Interest Rate.

The Borrower shall pay accrued interest on each Loan on the last day of each Interest Period.

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

The Borrower shall pay to the Arranger an arrangement fee in the amounts and at the times agreed in the relevant Fee Letter.

SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

In this Agreement:

“Protected Party” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document other than a FATCA Deduction.

“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 11.2 (Tax gross-up) or a payment under Clause 11.3 (Tax indemnity).

Unless a contrary indication appears, in this Clause 11 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor. The Obligor, upon the request of the relevant Finance Party, agrees to repay to such Finance Party any portion of such reimbursed amount paid to such Obligor that such Finance Party is required to pay to the relevant governmental agency and agrees to pay any interest, penalties or other charges paid by such Finance Party as a result of, or related to, such payment to such governmental agency. No Finance Party shall be under any obligation to arrange its tax affairs in any particular manner so as to claim any Tax Credit.

The Borrower shall pay and, within five Business Days of demand, indemnify each Secured Party and Arranger against any cost, loss or liability that Secured Party or Arranger incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

that Obligor shall as an independent obligation, within five Business Days of demand, indemnify the Arranger and each other Secured Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

The Borrower shall promptly on demand pay the Agent and the Arranger the amount of all costs and expenses (including legal fees) reasonably incurred by any of them (and, in the case of the Agent, by any Receiver or Delegate) in connection with the negotiation, preparation, printing, execution and perfection of:

If:

the Borrower shall, within ten Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent (and by any Receiver or Delegate) in responding to, evaluating, negotiating or complying with that request or requirement.

shall be approved in advance by the Borrower (acting reasonably).

the Borrower shall pay to the Agent any additional remuneration that may be agreed between them or determined pursuant to paragraph (b) below.

The Borrower shall, within three Business Days of demand, pay to the Arranger and each other Secured Party the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of, or the preservation of any rights under, any Finance Document and the Transaction Security and any proceedings instituted by or against the Agent as a consequence of taking or holding the Transaction Security or enforcing these rights.

SECTION 7

GUARANTEE

Each Guarantor irrevocably and unconditionally jointly and severally:

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any extension of payment, intermediate payment or discharge in whole or in part.

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 16 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

The obligations of each Guarantor under this Clause 16 will not be affected by an act, omission, matter or thing which, but for this Clause 16, would reduce, release or prejudice any of its obligations under this Clause 16 (without limitation and whether or not known to it or any Finance Party) including:

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person (including the Borrower) before claiming from that Guarantor under this Clause 16. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 16:

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 27 (Payment mechanics).

If any Guarantor (a “Retiring Guarantor”) ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

“Discharge Date” means the first date on which all Secured Obligations have been fully and finally discharged to the satisfaction of the Agent, whether or not as the result of an enforcement, and the Finance Parties are under no further obligation to provide financial accommodation to any of the Obligors under the Finance Documents.

“Distress Event” means any of (aa) the Agent exercising any of its rights under Clause 21.24 (Acceleration) or (bb) the enforcement of any Transaction Security.

“Enforcement Action” means:

except that the taking of any action falling within paragraphs (i)(F) or (iv) above which is necessary (but only to the extent necessary) to preserve the validity, existence or priority of claims in respect of Intra Group Liabilities, including the registration of such claims before any court or governmental authority and the bringing, supporting or joining of proceedings to prevent any loss of the right to bring, support or join proceedings by reason of applicable limitation periods, shall not constitute “Enforcement Action”.

“Insolvency Event” means, in relation to an Obligor, any of the events specified in Clauses 21.6 (Insolvency) or 21.7 (Insolvency proceedings).

“Intra Group Liabilities” means the liabilities owed by any Obligor to any other Obligor in connection with any Intra Group Loan.

that Obligor will:

and if, for any reason, any of the trusts expressed to be created in this Clause should fail or be unenforceable, the affected Obligor will promptly pay or distribute an amount equal to that receipt or recovery to the Agent to be held on trust by the Agent for application in accordance with Clause 27.5 (Partial payments).

SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

Each Obligor makes the representations and warranties set out in this Clause 17 to each Finance Party on the date of this Agreement.

Subject to the Legal Reservations:

The entry into and performance by it of, and the transactions contemplated by, the Transaction Documents and the granting of the Transaction Security do not and will not conflict with:

have been obtained, effected, done, fulfilled or performed and are in full force and effect except (A) any Authorisation or other act, condition or thing referred to in Clause 17.9 (No filing or stamp taxes), which will be promptly obtained, effected, done, fulfilled or performed after the date of this Agreement and (B) such customary post-closing notices or filings required to be submitted within the applicable time frame pursuant to the Exchange Act, the Securities Act or any other applicable securities laws, in connection with the issuance of the Warrants.

have been obtained and are in full force and effect.

No:

has been taken or, to its knowledge, threatened in relation to a member of the Group and none of the circumstances described in Clause 21.6 (Insolvency) applies to a member of the Group.

It is not required to make any Tax Deduction (as defined in Clause 11.1 (Definitions)) from any payment it may make under any Finance Document, except for any payment made to a Finance Party by a Guarantor incorporated in Tanzania.

Under the law of its Relevant Jurisdictions it is not necessary that the Transaction Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Transaction Documents or the transactions contemplated by the Transaction Documents except: